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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 13E-3
Rule 13e-100
Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder
(Amendment No. 2)
____________________________
KENETECH CORPORATION
____________________________
(Name of the Issuer)
KENETECH CORPORATION
MARK D. LERDAL
____________
(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
____________
(Title of Class of Securities)
488878109
____________
(CUSIP Number of Class of Securities)
Dianne P. Urhausen
Vice President and Corporate Secretary
KENETECH Corporation
500 Sansome Street, Suite 410
San Francisco, California 94111
Telephone: (415) 398-3825
____________
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
____________
With copies to:
<TABLE>
<S> <C> <C>
Mark A. Morton, Esq. Michael G. O'Bryan, Esq. Matthew Starnes
Potter Anderson & Corroon LLP Morrison & Foerster LLP Gibson, Dunn & Crutcher LLP
Hercules Plaza, P.O. Box 951 425 Market Street One Montgomery Street
Wilmington, Delaware 19899 San Francisco, CA 94105-2482 San Francisco, CA 94104
Telephone: (302) 984-6000 Telephone: (415) 268-7000 Telephone: (415) 393-8204
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
____________
Calculation of Filing Fee
================================================================================
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$34,549,971 $6,910
================================================================================
*Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $1.04, the per share tender offer price, by
33,220,164, the sum of (i) 31,970,164 currently outstanding shares of Common
Stock sought in the Offer, (ii) outstanding options with respect to 750,000
shares of Common Stock and (iii) outstanding warrants with respect to 500,000
shares of Common Stock, in each case as of October 20, 2000.
**Calculated as 1/50 of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $6,910 Filing Party: KC Merger Corp.
Form or Registration No.: Schedule TO/13E-3 KC Holding Corporation
ValueAct Capital Partners, L.P.
Date Filed: November 7, 2000
</TABLE>
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<PAGE>
INTRODUCTION
This Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") relates
to the offer by KC Merger Corp. ("Purchaser"), a Delaware corporation which is
wholly owned by KC Holding Corporation ("Parent"), a Delaware corporation which
in turn is wholly owned by ValueAct Capital Partners, L.P. ("VAC"), a Delaware
limited partnership, as set forth in the Tender Offer Statement on Schedule TO,
dated November 7, 2000 (the "Schedule TO"), to purchase all of the outstanding
shares of common stock of KENETECH corporation, a Delaware corporation
("KENETECH"), par value $.0001 per share, at a price of $1.04 per share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 6, 2000 (the "Initial Offer to Purchase"),
a copy of which is attached hereto as Exhibit (a)(1)(A), the supplement to the
Offer to Purchase dated November 26, 2000 (the "Supplement"), a copy of which is
attached hereto as Exhibit (a)(1)(H) (the Initial Offer to Purchase and the
Supplement are together referred to herein as the "Offer to Purchase") and in
the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which
is attached hereto as Exhibit (a)(1)(C) (which, together with the Offer to
Purchase, as amended or further supplemented from time to time, constitute the
"Offer"). The Schedule TO was filed by Purchaser, Parent, and VAC with the
Securities and Exchange Commission (the "SEC") on November 7, 2000.
In response to the Offer, KENETECH filed a Solicitation/Recommendation
Statement on Schedule 14D-9 on November 7, 2000, as amended by Amendment No. 1
to Schedule 14D-9 filed on November 14, 2000 (as amended, the "Schedule 14D-9").
The information contained in the Schedule 14D-9 is expressly incorporated by
reference in response to the items of this Schedule 13E-3.
All references in this Schedule 13E-3 to information set forth under an
identified caption of the Initial Offer to Purchase include references to any
information set forth under the corresponding caption of the Supplement, all of
which supplemental information is incorporated herein by reference in the
applicable item of this Schedule 13E-3. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Offer to Purchase.
The information contained in this Schedule 13E-3 and/or the Offer to
Purchase concerning each filing person other than KENETECH was supplied by each
such filing person and no other filing person, including KENETECH, takes
responsibility for the accuracy of any information not supplied by such filing
person.
ITEM 1. Summary Term Sheet.
The information contained in the section "Summary of the Offer" in the
Offer to Purchase is incorporated herein by reference.
1
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ITEM 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is KENETECH Corporation. The principal
executives offices of the subject company are located at 500 Sansome Street,
Suite 410, San Francisco, California 94111, and its telephone number is (415)
398-3825.
(b) Securities.
This Schedule 13E-3 relates to the Company's common stock, par value $.0001
per share (the "Common Stock" or "Shares"). Unless the context otherwise
requires, references to Common Stock or Shares include the associated preferred
stock purchase rights issued pursuant to a rights agreement dated as of May 4,
1999, between KENETECH and ChaseMellon Shareholder Services, L.L.C., as amended
as of October 25, 2000 (the "Rights Agreement"). As of the close of business on
October 20, 2000, there were 31,970,164 shares of Common Stock outstanding.
(c) Trading Market and Price.
The information set forth under the caption "Price Range of Shares;
Dividends" in the Offer to Purchase is incorporated herein by reference.
(d) Dividends.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
The Tender Offer -- Price Range of Shares; Dividends; and
The Tender Offer -- The Transaction Agreements -- The Merger
Agreement -- Conduct of Business Pending the Merger.
(e) Prior Public Offerings.
Not applicable.
(f) Prior Stock Purchases.
The information set forth on "Schedule B" of the Offer to Purchase and
under the following captions in the Offer to Purchase is incorporated herein by
reference:
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements; and
The Tender Offer -- Certain Information Concerning Purchaser and
Parent.
2
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ITEM 3. Identity and Background of Filing Persons.
(a) Name and Address.
This Schedule 13E-3 is filed by KENETECH, which is the issuer and subject
company, and Mark D. Lerdal, the President, Chief Executive Officer and Chairman
of the Board of Directors of KENETECH (collectively, the "Filing Persons").
The name, business address and business telephone number of KENETECH are
set forth in Item 2 above. The name, business address and business telephone
number of Mark D. Lerdal and the name, business address and business telephone
number of each of KENETECH's other executive officers and directors are set
forth under the caption "Information Concerning KENETECH -- Current Members of
the Board of Directors" and "--Executive Officers" in the Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 thereunder (the "Information Statement") which is attached as
"Schedule I" to the Schedule 14D-9, and is incorporated herein by reference.
(b) Business and Background of Entities.
Not applicable.
(c) Business and Background of Natural Persons.
The information set forth under the captions "Current Members of the Board
of Directors" and "Executive Officers" in the Information Statement is
incorporated herein by reference.
ITEM 4. Terms of the Transaction.
(a) Material Terms.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Summary of the Offer;
Introduction;
The Tender Offer -- Terms of the Offer;
The Tender Offer -- Acceptance for Payment and Payment for Shares;
The Tender Offer -- Procedure for Tendering Shares;
The Tender Offer -- Withdrawal Rights;
The Tender Offer -- Certain United States Federal Income Tax
Consequences of the Transactions;
The Tender Offer -- The Transaction Agreements; and
The Tender Offer -- Certain Conditions of the Offer.
(c) Different Terms.
Not applicable.
3
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(d) Appraisal Rights.
The information set forth under the caption "The Tender Offer -- Appraisal
Rights" in the Offer to Purchase, under the caption "Appraisal Rights" in Item 8
of the Schedule 14D-9, and in Schedule C of the Offer to Purchase, is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
None. The information set forth under the caption "Provisions for
Unaffiliated Security Holders" of the Offer to Purchase is incorporated herein
by reference.
(f) Eligibility for Listing or Trading.
Not applicable.
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Information Statement is incorporated
herein by reference.
(b) Significant Corporate Events.
The information set forth in "Schedule B" of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions of the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements; and
Special Factors -- Interests of Certain Persons in the Offer and the
Merger.
(c) Negotiations or Contacts.
The information set forth in Schedule B of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions of the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements; and
Special Factors -- Interests of Certain Persons in the Offer and the
Merger.
(e) Agreements involving the Subject Company's Securities.
The information set forth under the following captions of the Offer to
Purchase is incorporated herein by reference:
Introduction;
4
<PAGE>
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements;
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
Special Factors -- Interest of Certain Persons in the Offer and the
Merger; and
The Tender Offer -- The Transaction Agreements.
ITEM 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Introduction;
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements;
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
Special Factors -- Position of Parent, Purchaser, VAC and Mr. Lerdal
as to the Fairness of the Offer and the Merger;
Special Factors -- Interests of Certain Persons in the Offer and the
Merger; and
The Tender Offer -- The Transaction Agreements.
(c) Plans.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Background of the Transaction, Past Contacts,
Negotiations and Agreements;
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
Special Factors -- Interests of Certain Persons in the Offer and the
Merger;
The Tender Offer -- Possible Effects of the Offer on the Market for
the Shares and Exchange Act Registration; and
The Tender Offer -- The Transaction Agreements.
ITEM 7. Purposes, Alternatives, Reasons and Effects
The information set forth at Item 4(b) under the caption "The Solicitation
or Recommendation -- Background of the Offer" in the Schedule 14D-9 is
incorporated herein by reference.
(a) Purposes.
The information set forth in Item 7 of the Schedule 14D-9 and under the
following captions in the Offer to Purchase is incorporated herein by reference:
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements;
5
<PAGE>
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
and
Special Factors -- Interests of Certain Persons in the Offer and the
Merger.
(b) Alternatives.
The information set forth at Item 4(b) under the following captions in the
Schedule 14D-9 is incorporated by reference:
Background of the Offer; and
Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. --
Assessment of KENETECH's Strategic Alternatives to the Offer and the
Merger.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Background of the Transaction; Past Contacts,
Negotiations and Agreements; and
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans.
(c) Reasons.
The information set forth at Item 4 in the Schedule 14D-9 and under the
following captions in the Offer to Purchase is incorporated herein by reference.
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction; and
Special Factors -- Position of Parent, Purchaser, VAC and Mr. Lerdal
as to the Fairness of the Offer and the Merger.
(d) Effects.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Introduction;
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction;
The Tender Offer -- Certain United States Federal Income Tax
Consequences of the Transactions; and
The Tender Offer -- Possible Effects of the Offer on the Market for
the Shares and Exchange Act Registration.
ITEM 8. Fairness of the Transaction.
(a) Fairness.
6
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The information set forth at Item 4(b) under the caption in the Schedule
14D-9 entitled "Fairness of the Offer and the Merger" is incorporated herein by
reference.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction; and
Special Factors -- Position of Parent, Purchaser, VAC and Mr. Lerdal
as to the Fairness of the Offer and the Merger.
(b) Factors Considered in Determining Fairness.
The information set forth at Item 4(b) under the following captions in the
Schedule 14D-9 are incorporated herein by reference:
Fairness of the Offer and the Merger; and
Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction; and
Special Factors -- Position of Parent, Purchaser, VAC and Mr. Lerdal
as to the Fairness of the Offer and the Merger.
(c) Approval of Security Holders.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Purposes, Alternatives, Reasons, Effects and Plans;
The Tender Offer -- The Transaction Agreements; and
The Tender Offer -- Certain Conditions of the Offer.
(d) Unaffiliated Representative.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction;
Special Factors -- Position of Parent, Purchaser, VAC and Mr. Lerdal
as to the Fairness of the Offer and the Merger; and
The Tender Offer -- Provisions for Unaffiliated Security Holders.
(e) Approval of Directors.
7
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The information set forth under the caption in the Offer to Purchase
entitled "Special Factors -- Recommendation of the Special Committee and the
Board of Directors of KENETECH; Fairness of the Transaction" is incorporated
herein by reference.
(f) Other Offers.
None.
ITEM 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal.
The information set forth at Item 4 under the caption in the Schedule 14D-9
entitled "The Solicitation or Recommendation" is incorporated herein by
reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth at Item 4 under the caption in the Schedule 14D-9
entitled "The Solicitation or Recommendation" and the fairness opinion of
Houlihan Lokey Howard & Zukin Financial Advisors, Inc. attached to the Offer to
Purchase as "Annex A" are incorporated herein by reference.
(c) Availability of Documents.
The information set forth under the caption in the Offer to Purchase
entitled "Special Factors -- Reports, Opinions, Appraisals and Negotiations" and
the fairness opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
attached to the Offer to Purchase as "Annex A" are incorporated herein by
reference.
ITEM 10. Sources and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The information set forth under the caption "The Tender Offer --Source and
Amount of Funds" in the Offer to Purchase is incorporated herein by reference.
(b) Conditions.
The information set forth under the caption "The Tender Offer -- Source and
Amount of Funds" in the Offer to Purchase is incorporated herein by reference.
(c) Expenses.
The information set forth under the caption in the Offer to Purchase
entitled "The Tender Offer -- Fees and Expenses" is incorporated herein by
reference.
(d) Borrowed Funds.
Not applicable.
8
<PAGE>
ITEM 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth under the caption "Beneficial Ownership of
Shares" in the Information Statement is incorporated herein by reference. The
information set forth under the caption "Special Factors -- Interests of Certain
Persons in the Offer and the Merger" in the Offer to Purchase is incorporated
herein by reference.
(b) Securities Transactions.
The information set forth under Item 6 of the Schedule 14D-9 entitled
"Interest in Securities of the Subject Company" is incorporated herein by
reference.
ITEM 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth under Item 4(c) of the Schedule 14D-9 entitled
"Intent to Tender" is incorporated herein by reference.
(e) Recommendations of Others.
The information set forth under the Offer to Purchase entitled "Special
Factors -- Recommendation of the Special Committee and the Board of Directors of
KENETECH; Fairness of the Transaction" is incorporated herein by reference.
ITEM 13. Financial Statements.
(a) Financial Information.
The information set forth in the Offer to Purchase entitled "The Tender
Offer -- Certain Information Concerning KENETECH" is incorporated herein by
reference. The information set forth in Item 8 of KENETECH's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and December 31, 1999,
respectively is incorporated herein by reference. The information set forth in
Item 1 of KENETECH's Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 2000 is incorporated herein by reference.
(b) Pro Forma Information.
Not applicable.
9
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ITEM 14. Persons/Assets Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth at Item 5 in the Schedule 14D-9 under the caption
"Persons/Assets Retained, Employed, Compensated or Used" is incorporated herein
by reference.
(b) Employees and Corporate Assets.
The information set forth at Item 5 in the Schedule 14D-9 under the caption
"Persons/Assets Retained, Employed, Compensated or Used" is incorporated herein
by reference.
ITEM 15. Additional Information.
(b) Other Material Information.
The information contained in the Offer to Purchase is incorporated herein
by reference.
ITEM 16. Exhibits.
(a)(1)(A) Offer to Purchase dated November 6, 2000*+
(a)(1)(B) Letter of Transmittal*+
(a)(1)(C) Notice of Guaranteed Delivery*+
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees*+
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees*+
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9*+
(a)(1)(G) Press Release of KENETECH, dated October 25, 2000**
(a)(1)(H) Supplement to Offer to Purchase dated November 26, 2000****++
(a)(1)(I) Recommendation Statement on Schedule 14D-9 of KENETECH
Corporation, dated November 6, 2000***+
(a)(1)(J) Amendment No. 1 to Recommendation Statement on Schedule 14D-9
of KENETECH, dated November 14, 2000 (filed as Schedule 14D-9
on November 14, 2000 and incorporated by reference)
10
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(a)(1)(K) Amendment No. 2 to Recommendation Statement on Schedule 14D-9
of KENETECH, dated November 27, 2000 (filed as Schedule 14D-9
on November 27, 2000 and incorporated by reference)
(a)(2) Letter to Stockholders, dated November 6, 2000***+
(a)(5)(A) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against Gerald R. Alderson, Charles Christenson, Angus M.
Duthie, Mark D. Lerdal and KENETECH (incorporated by reference
to Schedule III attached to Schedule 14D-9)***+
(a)(5)(B) Opinion by the Court denying the Motion to Dismiss, dated July
26, 2000 (incorporated by reference to Schedule IV attached to
the Schedule 14D-9)***+
(a)(5)(C) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against KENETECH, Angus M. Duthie, Mark D. Lerdal, Gerald R.
Alderson and Charles Christenson***
(a)(5)(D) Opinion by the Court dismissing Class Action, dated July 26,
2000***
(a)(5)(E) Pages 15 through 35 of KENETECH's Annual Report on Form 10-K
for the year ended December 31, 1999 (incorporated by reference
to KENETECH's Form 10-K filed with the Securities and Exchange
Commission on March 28, 2000)
(a)(5)(F) Pages 2 through 23 of KENETECH's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000 (incorporated by
reference to KENETECH's Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2000)
(a)(5)(G) Notice of Motion and Motion for Leave to File Second Amended
and Supplemental Complaint in the action styled Kohls v.
Duthie, et al. (incorporated by reference to Amendment No. 1 to
the Schedule 14D-9 filed by KENETECH on November 14, 2000)
(a)(5)(H) Pages 3 through 28 of the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000
(incorporated by reference to the Company's Form 10-Q filed
with the Securities and Exchange Commission on November 14,
2000)
(c)(1) Opinion of Houlihan Lokey to the Special Committee and the
Board of Directors of KENETECH, dated October 25, 2000
(incorporated by reference to Schedule II attached to the
Schedule 14D-9)+
(c)(2) Presentation to KENETECH's Special Committee and Board of
Directors by Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., dated October 25, 2000*
11
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(c)(3) Schedule of the 823 U.S. acquisitions considered by Houlihan
Lokey****
(c)(4) Feasibility Assessment of the Proposed Astoria Energy Project,
prepared by Navigant Consulting, Inc. for VAC****
(d)(1) Agreement and Plan of Merger, dated as of October 25, 2000, among
KENETECH, Purchaser and Parent**
(d)(2) Confidentiality Agreement, dated June 29, 2000, between KENETECH
and VAC*
(d)(3) Guaranty, dated October 25, 2000, by VAC for the benefit of
KENETECH*
(d)(4) Subscription and Contribution Agreement, dated October 24, 2000,
among VAC, Parent and Mark D. Lerdal*
(d)(5) Form of Stockholders Agreement, undated, among Parent, Mark D.
Lerdal and certain investing stockholders*
(d)(6) Voting Agreement, dated October 25, 2000, among Parent, Purchaser
and Mark D. Lerdal*
(d)(7) Employment Agreement, dated October 25, 2000, between Purchaser
and Mark D. Lerdal*
(d)(8) Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by
reference to Schedule I attached to the Schedule 14D-9)+
(d)(9) Amendment to Rights Agreement, dated October 25, 2000, between
KENETECH and ChaseMellon Shareholder Services, L.L.C.***
(f) Section 262 of the General Corporation Law of State of Delaware;
Chapter 13 of the General Corporation Law of the State of
California (included as Schedule C to Offer to Purchase)*
(g) None
_________________
* Incorporated by reference to the Schedule TO filed by Purchaser, Parent and
VAC on November 6, 2000.
** Incorporated by reference to Form 8-K filed by KENETECH on October 26,
2000.
*** Incorporated by reference to the Schedule 14D-9 filed by KENETECH on
November 7, 2000.
12
<PAGE>
**** Incorporated by reference to Amendment No. 2 to Schedule TO/13E-3 filed by
Purchaser, Parent, VAC and VA Partners, L.L.C. on November 27, 2000.
+ Included in copies mailed to KENETECH's stockholders on November 7, 2000.
++ Included in copies mailed to the Company's stockholders on November 27,
2000.
13
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SIGNATURES
After due inquiry and to the best of his or her knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 27, 2000 KENETECH CORPORATION
By: /s/ Dianne P. Urhausen
Name: Dianne P. Urhausen
Title: Vice President and Corporate
Secretary
MARK D. LERDAL
/s/ Mark D. Lerdal
Name: Mark D. Lerdal
14
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase dated November 6, 2000*+
(a)(1)(B) Letter of Transmittal*+
(a)(1)(C) Notice of Guaranteed Delivery*+
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees*+
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees*+
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*+
(a)(1)(G) Press Release of KENETECH, dated October 25, 2000**
(a)(1)(H) Supplement to Offer to Purchase dated November 26, 2000****++
(a)(1)(I) Recommendation Statement on Schedule 14D-9 of KENETECH
Corporation, dated November 6, 2000***+
(a)(1)(J) Amendment No. 1 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated November 14, 2000 (filed as Schedule 14D-9 on
November 14, 2000 and incorporated by reference)
(a)(1)(K) Amendment No. 2 to Recommendation Statement on Schedule 14D-9 of
KENETECH, dated November 27, 2000 (filed as Schedule 14D-9 on
November 27, 2000 and incorporated by reference)
(a)(2) Letter to Stockholders, dated November 6, 2000***+
(a)(5)(A) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against Gerald R. Alderson, Charles Christenson, Angus M. Duthie,
Mark D. Lerdal and KENETECH (incorporated by reference to
Schedule III attached to Schedule 14D-9)***+
(a)(5)(B) Opinion by the Court denying the Motion to Dismiss, dated July
26, 2000 (incorporated by reference to Schedule IV attached to
the Schedule 14D-9)***+
(a)(5)(C) First Amended Complaint of Robert L. Kohls and Louise A. Kohls
against KENETECH, Angus M. Duthie, Mark D. Lerdal, Gerald R.
Alderson and Charles Christenson***
(a)(5)(D) Opinion by the Court dismissing Class Action, dated July 26,
2000***
15
<PAGE>
(a)(5)(E) Pages 15 through 35 of KENETECH's Annual Report on Form 10-K for
the year ended December 31, 1999 (incorporated by reference to
KENETECH's Form 10-K filed with the Securities and Exchange
Commission on March 28, 2000)
(a)(5)(F) Pages 2 through 23 of KENETECH's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000 (incorporated by
reference to KENETECH's Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2000)
(a)(5)(G) Notice of Motion and Motion for Leave to File Second Amended and
Supplemental Complaint in the action styled Kohls v. Duthie, et
al. (incorporated by reference to Amendment No. 1 to the Schedule
14D-9 filed by KENETECH on November 14, 2000)
(a)(5)(H) Pages 3 through 28 of the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2000 (incorporated
by reference to the Company's Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2000)
(c)(1) Opinion of Houlihan Lokey to the Special Committee and the Board
of Directors of KENETECH, dated October 25, 2000 (incorporated by
reference to Schedule II attached to the Schedule 14D-9)+
(c)(2) Presentation to KENETECH's Special Committee and Board of
Directors by Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., dated October 25, 2000*
(c)(3) Schedule of the 823 U.S. acquisitions considered by Houlihan
Lokey****
(c)(4) Feasibility Assessment of the Proposed Astoria Energy Project,
prepared by Navigant Consulting, Inc. for VAC****
(d)(1) Agreement and Plan of Merger, dated as of October 25, 2000, among
KENETECH, Purchaser and Parent**
(d)(2) Confidentiality Agreement, dated June 29, 2000, between KENETECH
and VAC*
(d)(3) Guaranty, dated October 25, 2000, by VAC for the benefit of
KENETECH*
(d)(4) Subscription and Contribution Agreement, dated October 24, 2000,
among VAC, Parent and Mark D. Lerdal*
(d)(5) Form of Stockholders Agreement, undated, among Parent, Mark D.
Lerdal and certain investing stockholders*
16
<PAGE>
(d)(6) Voting Agreement, dated October 25, 2000, among Parent, Purchaser
and Mark D. Lerdal*
(d)(7) Employment Agreement, dated October 25, 2000, between Purchaser
and Mark D. Lerdal*
(d)(8) Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by
reference to Schedule I attached to the Schedule 14D-9)+
(d)(9) Amendment to Rights Agreement, dated October 25, 2000, between
KENETECH and ChaseMellon Shareholder Services, L.L.C.***
(f) Section 262 of the General Corporation Law of State of Delaware;
Chapter 13 of the General Corporation Law of the State of
California (included as Schedule C to Offer to Purchase)*
(g) None
_________________
* Incorporated by reference to the Schedule TO filed by Purchaser, Parent and
VAC on November 6, 2000.
** Incorporated by reference to Form 8-K filed by KENETECH on October 26,
2000.
*** Incorporated by reference to the Schedule 14D-9 filed by KENETECH on
November 7, 2000.
**** Incorporated by reference to Amendment No. 2 to Schedule TO/13E-3 filed by
Purchaser, Parent, VAC and VA Partners, L.L.C. on November 27, 2000.
+ Included in copies mailed to KENETECH's stockholders on November 7, 2000.
++ Included in copies mailed to the Company's stockholders on November 27,
2000.
17
